Effective Date: March 2, 2022
These Standard Billing and Purchase Terms (“Standard Terms”) relate to and incorporate the agreement between Customer and Aeris for Services (the “Wireless Services Agreement”). In the event of a conflict between the Wireless Services Agreement and these Standard Terms, the Wireless Services Agreement will govern. In the event of a conflict between these Standard Terms and a Pricing Attachment or Rate Plan, the terms of the Pricing Attachment or Rate Plan will govern for that Pricing Attachment or Rate Plan. All capitalized terms not otherwise defined below have the meanings given to them in the Wireless Services Agreement or in the Aeris Standard Legal Terms, available at https://www.aeris.com/legal/ .
These Standard Terms provide further information about how Devices are assigned to Rate Plans, how SIM Cards and Devices move between states, and about how Access Fees and usage are billed. They also provide additional terms pertaining to purchases of SIM Cards and payment terms, including credit card authorization.
Device. Device means the hardware chosen by Customer that is capable of receiving Services provided by Aeris, which includes SIM Cards unless otherwise required.
Rate Plans. Rate Plans set out all access, usage, support, and other fees for use of Services. Customer has the responsibility to assign its Devices to a Rate Plan. Assignments are made in the Web Portal or via API and must happen no later than when a Device is first provisioned on the Aeris Network. All fees, not including Support, are per Device. Aeris offers Support as described in the Support Policies, which are available at https://www.aeris.com/legal/ . Support is included for so long as Customer is paying Access Fees and has Devices on the Aeris Network.
Device States. How Devices are treated on the Aeris Network depends on their status. A Device can be in one of five states:
Pre-provisioned State. Devices are not ready to connect to the Aeris Network and use Services until they have been provisioned, meaning they have been registered on the Aeris Network, associated with a Rate Plan, and given appropriate identifiers and other credentials that will allow them to use Aeris Services. Most Devices have not yet been provisioned when Customer receives them and must be provisioned by Customer after receipt.
Provisioned State. Devices must be in the Provisioned State in order to receive Services. Unless otherwise arranged with Aeris, Customers are responsible for provisioning Devices using the Device management tools at the Web Portal or via API. If there is a provisioning fee that becomes due upon provisioning, it will be shown in the Rate Plan. Devices remain in the Provisioned State until they move to the Active-Billed State or are suspended or canceled. The Rate Plan may permit a Device in the Provisioned State to use specified amounts of data, voice, or SMS (“Provision Allowance”) for testing purposes before it moves to the Active-Billed State. The cost of such usage may be included in the Activation Fee (if any) or may be billed at special rates as shown in the Rate Plan. The Rate Plan will show the maximum amount of time the Device may stay in the Provisioned State and the maximum amount of data, SMS, and voice that the Device may use before regular access or usage fees begin to be incurred. See “Active-Billed State Triggers” below.
Active-Billed State. The Active-Billed State is the normal state of Devices on the Aeris Network. Devices move to the Active-Billed State from the Provisioned State or the Suspended State either by Customer’s action at the Web Portal, via API, or automatically once any one of the Active-Billed State Triggers have been exceeded. A Device moving into the Active-Billed State has been “activated.” If there is an Activation Fee that becomes due upon activation, it will be shown in the Rate Plan. When a Device on a monthly Rate Plan moves to the Active-Billed State, the monthly Access Fee will be charged and any included amounts of usage will become available for use. If a Device moves to the Active-Billed State from the Provisioned State or Suspended State other than on the first day of a monthly billing cycle, the monthly Access Fee and any included usage will be pro-rated for the number of days that a Device was in the Active-Billed State in that monthly billing cycle. A Device will remain in the Active-Billed State until placed in the Cancelled State or Suspended State as described below.
An “Active-Billed State Trigger” refers either to the maximum quantity of data, voice, or SMS that a Device is allowed to use (if any) while in the Provisioned State or Suspended State or to the maximum length of time that a Device is allowed to remain in the Provisioned State or Suspended State; these allowed amounts are shown in the Rate Plan for the Device. A Device is automatically moved by the billing system from the Provisioned State or the Suspended State to the Active-Billed State effective from the beginning of the session in which the Device has exceeded one of the Active-Billed State Triggers.
Suspended State. If permitted in a Rate Plan, Customer may move a Device to the Suspended State using the Device management tools in the Web Portal or via API. Devices in the Suspended State do not incur a monthly Access Fee.
Fusion Global and Fusion Global High Data: Suspended Devices are still provisioned on and able to pass traffic on the Aeris Network; usage of data, voice or SMS in excess of allowed amounts (if any) shown in the Rate Plan is an Active-Billed State Trigger that will automatically return the Device to the Active-Billed State effective as of the beginning of the session in which the allowed usage is exceeded. Upon expiration of the maximum allowed suspend period specified in the Rate Plan, Devices will automatically move to Active-Billed State and resume incurring monthly Access Fees, unless re-suspended by the Customer prior to expiration of the maximum allowed suspend period. If the Customer re-suspends the Device, it will incur another Suspend Fee and start a new maximum allowed suspend period.
Fusion North America and Dual Mode A-LH: Suspended Devices are no longer active on the Aeris Network and cannot send and receive data, SMS, or voice. Dual Mode A-LH and Fusion North America Devices will remain in Suspend State until the expiration of the maximum allowed suspend period specified in the Rate Plan. Upon expiration of the maximum allowed suspend period, the Device will automatically move Active-Billed State and resume incurring monthly Access Fees, unless re-suspended by the Customer prior to expiration of the maximum allowed suspend period. If the Customer re-suspends the Device, it will incur another Suspend Fee and start a new maximum allowed suspend period.
A Suspend Fee as shown in the Rate Plan for the Device is charged each time a Device is placed in the Suspended State (for example, upon initial suspend and upon re-suspend at the expiration of a prior suspend period). The Device will remain in the Suspended State until it is moved to the Active-Billed State or Cancelled State by Customer, or until it is moved to the Active-Billed State automatically by the billing system upon expiration of the maximum allowed suspend period or when one or more Active-Billed State Triggers for the Rate Plan to which that Device was last assigned has been exceeded. When a Device moves to the Suspended State other than at the beginning of a monthly billing cycle, any monthly Access Fee and any included amounts of usage will be pro-rated for the number of days that Device was in the Active-Billed State in that monthly billing cycle.
Cancelled State. Devices can be cancelled and moved to the Cancelled State as follows:
By Customer . Customer may cancel a Device at any time using the Device management tools at the Web Portal. Terminating a Wireless Services Agreement does not automatically cancel Devices, and Devices will remain able to pass traffic on the Aeris Network until placed in the Cancelled State. To avoid any charges for usage after termination of its Wireless Services Agreement, Customer must cancel all of its Devices at the Web Portal.
By Aeris . Aeris may, but is not obligated to, cancel a Device if Customer’s Wireless Services Agreement has terminated but the Device has not been cancelled by Customer. For NEO customers only, Aeris may cancel a Device purchased through the Aeris Neo program if such Device either has not been provisioned within six (6) months of shipment or, while in the Active-Billed State, has not sent or received any data or SMS during any period of 120 consecutive days.
A Device in the Cancelled State is no longer provisioned on the Aeris Network, meaning it no longer has credentials allowing it to send or receive data, SMS, or voice over cellular systems. It may not be possible to re-provision a cancelled Device. If a Device that is placed in the Cancelled State uses a SIM Card, Customer will ordinarily need to replace the SIM Card in order to again use cellular services from any provider. Aeris may reassign any IMSI, MSISDN or other Numbers associated with Devices in the Cancelled State. Unless a Rate Plan specifies otherwise, no refund is given for any Access Fees relating to any period after cancellation or any unused usage. A Cancellation Fee may be charged per Device, as specified in the Customer’s Pricing Attachment.
Calculation and Billing of Usage
Usage in Provisioned or Suspended State. The Rate Plan will show how much data, SMS, or voice a Device may use while in the Provisioned or Suspended State before being moved to the Active-Billed State. If there are any fees associated with that usage, they will be stated in the Rate Plan. The Activation Fee is billed once when the Device first moves to the Active-Billed State.
Active-Billed State. Devices in the Active-Billed State will incur recurring Access Fees and usage fees as shown in the Rate Plan for that Device starting on the date on which a Device is moved to the Active-Billed State. Access Fees for a Device will be billed at the end of the month in which a Device first enters the Active-Billed State and thereafter will be billed monthly or, for all other Access Fee Periods, on the Anniversary Date. All other fees, including overage fees, are billed monthly. All of that Device’s traffic during the session in which it moves to the Active-Billed State is billed at the Active-Billed State rates (or counted against amounts included with the Access Fee).
Active-Billed State Trigger. Usage over any of these amounts by a Device moves the Device to the Active-Billed State effective as of the beginning of the session or period of time in which the trigger is exceeded. Unused amounts are cancelled. For Max Allowed Days Traffic, the days need not be consecutive.
Access Fee Periods. The schedule for billing Access Fees for Customer’s Devices may be monthly or for a period other than a month (e.g., semi-annual or annual) and will be shown on the Rate Plan or Pricing Attachment. Unless otherwise specified in the Rate Plan, for Devices on a Rate Plan with a monthly Access Fee, Aeris will prorate the Access Fee and included amounts of usage for any Device moved to the Active-Billed State other than on the first day of a monthly billing cycle. If a Device is assigned to a Rate Plan having an Access Fee payable other than monthly, then the Access Fee for the following period will be charged in the month after the end of the prior period, and any usage included in the Access Fee will be added to the Device profile on the first day of that month.
Included Usage. If the Access Fee shown on a Rate Plan includes usage of specified quantities of data, SMS, or voice, the included usage is only available in the Home Zone specified in the definition of the Rate Plan and only for the period for which the Access Fee has been paid. Any unused included amounts will not roll over into the next period or be transferable to any other Device, unless the Rate Plan states otherwise. The Rate Plan may restrict which Devices may be assigned to a Rate Plan (e.g., Devices capable of operating on multiple transport technologies or on single transport technologies). Any data, SMS, or voice used over the included amounts, outside the specified Home Zone, will be billed as shown in the Rate Plan for the Device.
Data and SMS Usage Calculation. Data usage calculations include all data sent to and received from a Device, including actual user data plus other data that may be added to transmit the user data. (e.g., TCP/UDP overhead, retries and failed session attempts). For SMS, Aeris does not charge for any SMS for which a failure message is returned through an API, such as for invalid MIN/MDN or for Devices not otherwise recognized as provisioned on the Aeris Network. If Aeris is notified that any other SMS is not successfully delivered when first sent for any reason, Aeris may retry delivery for a short period (typically about 3 days); Aeris will not charge for delivery retries. If Customer initiates another SMS to a Device for any reason, Aeris will charge for that SMS if it initiates successfully.
Rounding. Data usage is rounded up to the next 1 KB per session, unless the Rate Plan specifies otherwise, such as rounding up to the next 1KB per Device per day. Voice usage is rounded up to the next whole minute, unless otherwise specified in the Rate Plan.
Pooling. The Rate Plan will indicate if Customer’s Devices are allowed to share, or pool, data, voice, and SMS. If pooling is permitted, usage is shared among Devices assigned to the same Rate Plan and geographic Home Zone (a “Pool”). The combined data or SMS usage included in the Access Fee of all Devices in a Pool is available for use by any and all Devices in that Pool during the Access Fee period, and usage in that Access Fee period over the aggregated and allowed amount available to the Pool or outside the permitted geographic Home Zone is billed at the overage rates shown on the Rate Plan. Pooling across carrier networks, Rate Plans, or geographic Home Zones is not permitted, unless specifically stated in the Rate Plan. If prior to the end of a monthly billing cycle a Device is no longer part of a Pool for any reason, including being placed in the Suspended or Canceled State or being assigned to a different Rate Plan, then the amount of included usage attributable to that Device will be prorated for the time that the Device was in the Pool during that monthly billing cycle.
Changes to Rate Plan. Customer’s Rate Plan may allow Customer to assign a Device to a new Rate Plan. Any such change is done at the Web Portal or via API. All such changes take effect on 12:00 a.m. GMT the first day of the following month unless otherwise provided in a Rate Plan.
Minimum Fees. If Customer has committed to any minimum, monthly, annual or other fees for usage of the Services, those amounts will be shown in the Pricing Attachment (the “Minimum Fee”). Unless otherwise stated in the Pricing Attachment, such Minimum Fees will apply to all monthly billing cycles that begin after the date in the Pricing Attachment and will continue to apply throughout the Term. The Minimum Fees will apply regardless of actual Customer traffic or number of Devices. Recurring charges (across all Customer Devices and rate plans), such as Access Fees and usage fees related to data, SMS, and voice will count toward offsetting the Minimum Fee for that period. Non-recurring charges, such as Professional Services, SIM Cards charges, Monthly Account Fees, and Non-Recurring Implementation Fees, do not count towards offsetting the Minimum Fee for that period. Aeris will invoice the difference between Customer’s actual charges and the applicable Minimum Fee, and these amounts will be due and payable.
Roaming. All Rate Plans specify a Home Zone, which includes one or more countries or specific carriers within those countries. Any usage outside of the Home Zone is considered roaming and is billed on a pay-as-you-go basis at the Roaming Fee rates in the Rate Plan. In some cases, upon Customer request, Aeris may be able to restrict usage outside of the Home Zone to avoid roaming charges. For Fusion North America, Customers are required to select a Roaming Configuration, which indicates the countries in which roaming may be enabled, subject to network availability.
Permanent Roaming. For certain Rate Plans, a Device is considered to be permanent roaming when it is customarily and regularly in any country outside of the United States. Permanent roaming requires Aeris’ prior written approval, which is subject to change without notice. In some circumstances, Aeris has obtained approval from its carrier partners to deploy SIM cards in a specific region for use on its partner networks for permanent roaming. This approval is contingent upon volumes and usage being consistent with the forecasts provided by the Customer. Interruptions in service could be the result of Customer exceeding the forecasted volumes and usage, but could also result from changes in agreements between our carrier partners and its roaming partners or from actions by their other customers that result in total deployments and usage exceeding limits approved with the carrier partner. Please discuss restrictions related to permanent roaming with your Account Manager.
Zones. Customer assigns Devices to zone-based Rate Plans and pays the Access Fee for that zone. Usage inside the assigned Home Zone is billed at Overage Fee rates once it exceeds the included amounts. All usage outside the assigned Home Zone is billed at Roaming Fee rates. Additional information on zones can be found attached to the Pricing Attachment in the Zone List, which is subject to change without notice . Customer has the responsibility to assign its Devices to the correct service profile in the Web Portal. If Customer assigns Fusion Global High Data Devices to the service profile for other products (i.e., Fusion Global), those Devices will receive services outside of Zone High Data, and Customer will be charged according to the standard rates for each zone.
sim & esim card purchase terms
Requirement for SIM Cards. Devices operating on the Aeris Network require use of SIM Cards specific to the intended use (e.g., consumer grade 2FF, embedded, etc.). SIM Cards must be purchased from Aeris or from an Aeris approved SIM card supplier. Please contact your Aeris Account Manager for information about purchasing SIM cards directly from the supplier.
Technical Specifications. The technical specifications for all SIM Cards sold directly by Aeris are available from your Aeris Account Manager. Customer is solely responsible for selecting SIM Cards that meet its requirements, and Aeris will not have any liability for any technical advice that it may provide regarding the selection or use of SIM Cards.
Pricing, Orders, and Order Cancellation
Pricing . The prices for SIM Cards are as shown in the Pricing Attachment or otherwise at the time of purchase (such as, for NEO customers only, from the Aeris Neo store). Any discounts based on order size apply only for a single purchase order for the entire quantity. Prices do not include any local, state or national taxes or fees, import or export duties, or other surcharges, including any VAT. Aeris will list any taxes, fees, import or export duties, and surcharges on the invoice and Customer will pay them unless it can provide Aeris with a valid exemption certificate. Customer is responsible for all costs of shipping, handling, and insurance.
Orders. Orders for SIM Cards specifying quantity of each type can be placed with Customer’s Account Manager or, for NEO customers only, at the Aeris Neo store. If the quantity of SIM Cards purchased cannot be fulfilled in one shipment or at one time, Aeris will notify Customer of the expected time of shipment. If any delay is not acceptable to Customer, Customer may contact Aeris to cancel that portion of the order and receive a refund. Aeris may refuse to accept orders for SIM Cards from any Customer whose account is not in good standing or to delay fulfilling any accepted order until Customer brings its account current. Aeris may refuse to accept orders for SIM Cards that do not satisfy Minimum Order Qualities, as specified in the Pricing Attachment.
No Right to Cancel Orders. Customer may not cancel orders for SIM Cards that have already been shipped.
Shipment and Inspection
Shipment. Aeris ships all SIM Cards promptly after completion of an order (except where delay is unavoidable or permitted) on ex works terms using the delivery method selected by Customer. Title and risk of loss pass to Customer on delivery to the delivery company. Customer may purchase additional shipping insurance at the time of purchasing the SIM Cards.
Inspection and Acceptance. Customer is responsible for inspecting all shipments of SIM Cards promptly after receipt to ensure the correct type and number of SIM Cards were received. Aeris encourages prompt testing of a sample of the received SIM Cards to ensure proper operation. Customer must notify Aeris in writing by contacting its Account Manager or using the claim reporting feature on the Web Portal within ten (10) business days of receipt if it believes any SIM Cards are damaged, do not operate properly, or the shipment did not contain the correct number or type of SIM Cards.
Loss, Theft or Fraud. SIM Cards are associated with Customer’s account prior to shipment. Customer is responsible for paying for all usage by its SIM Cards and for all activities involving those SIM Cards. If Customer believes that any of its SIM Cards have been lost or stolen or are being used fraudulently, Customer should notify Aeris immediately by email to email@example.com and include as much information as it can about the issue (such as, number of SIM Cards involved, original order number, actual SIM ID number if available, the date on which the loss or fraudulent use began). Customer may cancel SIM Cards by logging into its account at the Web Portal and following the instructions or may request that Aeris cancel any SIM Cards by opening a support ticket as described in the Support Policies.
Limited Warranty. Aeris warrants that SIM Cards will conform to their technical specifications and be free from defects in workmanship or material for a period of twelve (12) months from delivery. If Customer believes that any SIM Cards does not conform, Customer should initiate a warranty claim by contacting its Account Manager or using the claim reporting feature on the Web Portal. Aeris will replace SIM Cards covered by this warranty at no charge, although Aeris will not be responsible for labor or materials costs for disassembly or repair of any equipment in which the SIM Cards were installed. Aeris may direct Customer to dispose of or return any SIM Card covered by this warranty. If Aeris directs Customer to return any SIM Cards, Aeris will pay all shipping expenses. This warranty does not apply if Customer ordered the wrong SIM Card for its application or if the SIM Card has been altered, improperly installed, misused, or damaged after delivery. Aeris disclaims all other statutory, implied, or express warranties of any kind, including warranties of merchantability, fitness, or non-infringement.
Intellectual Property. Aeris or its vendors and licensors own all intellectual property rights in the SIM Cards, including any embedded software. Customer is granted a limited right to use any such software embedded on any SIM Cards for its ordinary function but has no right to modify or make derivative works based on the SIM Cards or to decompile or reverse engineer any of the software or content used in the SIM Cards, except for software tools identified as open source or for which permission to modify is explicitly granted.
Return of SIM Cards. Unless otherwise provided in a Pricing Attachment, all sales of SIM Cards are final and SIM Cards may not be returned. If Aeris approves the return of any non-defective SIM Cards, Customer must follow any packing instructions from Aeris and will be responsible for any shipping charges and restocking fees.
Export. If Customer requests that Aeris ship SIM Cards to any destination outside the United States, Customer will be the importer of record and will be responsible for all customs, duties, or other fees payable. Customer will not export any SIM Cards or related technical data to any country for which an export license or governmental approval is necessary without first obtaining the license or approval and will not provide SIM Cards to any person with whom business may not be legally be transacted under any applicable law or regulation.
Customer’s payment terms for Services will be stated here or in its Wireless Services Agreement or Pricing Attachment. Customers who have not been granted credit terms by Aeris will pay all undisputed amounts on each invoice by valid credit or debit card or by debit to a checking account. Customer must authorize recurring billings to its chosen card or checking account and must keep this payment information current. Payment for SIM Cards is processed on shipment and for all other invoiced amounts is processed 30 days from the invoice date. If and when Customer has been granted credit terms by Aeris, then payment will be due by check or wire transfer to an account designated in writing by Aeris no later than 30 days from the invoice date.
Aeris Intelligent Security Center Billing; Cancellation. Customer is billed at the rate(s) and pricing structure(s) in the Pricing Attachment for its use of the Aeris Intelligent Security Center. Security Fees are not pro-rated in the month in which the Aeris Intelligent Security Center is activated or cancelled. The Aeris Intelligent Security Center will be available to Customer until the end of the monthly billing period in which it is cancelled via email to firstname.lastname@example.org .